Georgeson publications
Georgeson in the media
Georgeson events
- Spain: “Impact of geopolitics on senior executive compensation”
- Italy: CEDIF 2026 Conference with a keynote speech on Artificial Intelligence and Shareholders’ Meetings
- Italy: “The Internal Control and Risk Management System – Board Member Catch Up”
- Australia: Trends in AGM Practice conference held by AIRA
- Korea: ICGN’s Korea Conference 2026
- Australia: “AGMs in a new era of accountability” podcast
Global: Georgeson has published its 2025 Global Activism Report
Activism is changing. Our second edition of the Global Activism Report gives you a clear view of the trends shaping shareholder engagement worldwide – and practical steps to prepare for 2026.
South Africa: Georgeson has published its 2025 South Africa AGM Season Review
The 2025 South Africa AGM Season Review analyses developments across the JSE Top 40 – from rising contestation to the impact of regulatory reform and proxy advisor influence. This year saw increased dissent, a surge in contested remuneration items, new Social & Ethics Committee elections, and growing expectations for transparency and fairness.
US: Georgeson has published a memo on the 2026 State Street Investment Management Policy Updates
Georgeson’s Rajeev Kumar and Daniel Chang authored a memo highlighting the key policy changes State Street Investment Management was making to its 2026 voting guidelines. These changes relate to: board composition; compensation; disclosure of material risks and opportunities; and special meetings and written consent.
US: Georgeson’s Meighan McGowan is quoted in IPE’s article titled “Shareholder concerns mount on both sides of the Atlantic”
“Meighan McGowan, a senior investor engagement specialist for advisory firm Georgeson, says the change has not reduced overall engagement, but it has ‘reshaped the tone and format of how investors and companies interact’. […] ‘Large US institutions above the 5% ownership threshold now communicate with greater caution, a trend that became clear during the last proxy season and will likely continue this year,’ she tells IPE.”
Spain: The findings of Georgeson’s Global Activism report were reported in Expansión’s article titled “Environmental and social activism loses momentum”
“Achieving change is an important goal for activists, though not the only one. They are increasingly demanding greater accountability from boards, pushing companies toward strategies that maximize shareholder value, and can influence critical decisions about non-strategic assets or underperforming divisions, says Cas Sydorowitz, global head of Georgeson. The proxy solicitor's latest activism report shows a decline in this movement globally last year.”
Spain: Georgeson is hosting an event with Esade’s Corporate Governance Center and Mercer titled “Impact of geopolitics on senior executive compensation” on 21 May in Barcelona
The event will examine emerging pay trends across Europe and the US, highlighting the need to balance competitiveness with regulatory scrutiny and stakeholder expectations. Speakers will discuss how companies are adapting incentive structures to reinforce long term value creation and integrate ESG criteria. A roundtable of board members and governance experts will address best practices and the governance challenges posed by an increasingly uncertain global environment.
Italy: Georgeson’s Francesco Surace will join the CEDIF 2026 Conference with a keynote speech on Artificial Intelligence and Shareholders’ Meetings
The conference is organized by the Centre for Law and Finance, in association with Rivista delle Società, to strengthen a long standing research agenda on the legal dimension of regulatory competition in capital markets. In its third edition, the focus is on the modernization of corporate and financial law. The conference will take place between 14 and 16, exclusively in person at the Convento dell’Annunziata in Sestri Levante.
Italy: Georgeson’s Lorenzo Casale will be present at an executive course at the 24Ore Business School named “The Internal Control and Risk Management System – Board Member Catch Up” On 6 May 2026 in Milan.
The course is part of the Board Member Catch Up Programme series, and Lorenzo Casale, Georgeson’s Head of Italy, will deliver the closing address, presenting the key insights from the market and from a corporate governance perspective. The course is organised in partnership with Assogestioni, and is aimed at Board Directors, Statutory Auditors, and corporate functions of Italian listed companies.
Australia: Georgeson’s Cas Sydorowitz held a presentation and Scott Hudson moderated a panel at the Trends in AGM Practice conference held by AIRA
The Australasian Investor Relations Association (AIRA) held its “Trends in AGM Practice” conference on proxy voting and shareholder engagement on 31 March in Sydney. Cas Sydorowitz, Global Head of Georgeson, held a presentation titled “Global Perspective on AGM Disruption, Voting Dynamics and What’s Coming Next” providing a forward-looking update on key global AGM and proxy voting themes that may influence Australian issuers over the next 12-24 months. Scott Hudson, Georgeson’s Managing Director for Australia and New Zealand moderated a panel titled “AGM Fireproofing: Managing Voting Risk Before AGM Season”.
Korea: Georgeson’s Paul Murphy moderated a panel at ICGN’s Korea Conference 2026
Paul Murphy, Georgeson’s Head of Governance & ESG Advisory for APAC, moderated a panel titled “Reform, Results and Returns: Governance at the Heart of Activism”.
Australia: Georgeson’s Paul Murphy spoke on a Computershare podcast titled “AGMs in a new era of accountability”
In this episode, we explore how AGMs have evolved into high profile moments of accountability – shaped by media scrutiny, investor activism and technology. Our guests discuss what’s driving new behaviours, why participation looks different, and what issuers should focus on now to get ahead of the 2026 AGM season.
Shareholder activism
Swatch’s governance under watch by investors
The Financial Times argues that governance at Swatch Group is under growing investor scrutiny, as concerns over family control and board effectiveness sharpen amid weak performance and an ongoing activist challenge. The Hayek family retains significant influence through voting rights and board representation, while critics point to limited board refreshment and insufficient internal challenge on strategy. With the company resisting an activist bid for board representation and instead proposing a new independent director, the article suggests questions around board independence and responsiveness are unlikely to recede if performance pressures persist.
Once shunned, activist investors dig in to win in Japan
Reuters reports that activist investors are planning to deepen and lengthen their engagement with Japanese companies, encouraged by recent successes and a more receptive governance environment. Elliott Investment Management’s campaign at Toyota is cited as a milestone, signalling how activism in Japan has evolved in both tone and tactics as corporate governance reforms strengthen board independence and accountability. With Elliott disclosing new stakes and signalling a long‑term commitment to the market, the article suggests foreign activist scrutiny is set to remain a sustained feature of Japan’s capital markets despite geopolitical uncertainty.
Delivery Hero must shake up leadership in turnaround efforts, shareholder says
The Wall Street Journal reports that Delivery Hero is facing renewed investor pressure over strategy and leadership, after a major shareholder called for “wholesale changes” to management amid a prolonged share‑price slump. Aspex Management, which holds just over nine per cent of the company’s share capital, has criticised the pace and direction of the group’s strategic review and singled out the chief executive for failing to act in shareholders’ interests. While Delivery Hero points to ongoing asset disposals and a continued focus on profitability, the article highlights how sustained underperformance is heightening scrutiny of board oversight, executive accountability and strategic discipline.
Snap’s activist captures the future of shareholder rights
The Financial Times argues that shareholder activism at US technology companies with unequal voting structures is increasingly reduced to persuasion rather than power, following an activist campaign at Snap, whose listed shares carry no voting rights. While the activist has called for cost cuts, strategy changes and governance reform, the article highlights how the absence of shareholder votes leaves investors with little formal leverage beyond public pressure and market reaction. With Snap’s founders entrenched through non‑voting equity and performance under strain, the piece questions whether US corporate governance has tilted too far towards founder control, leaving activism dependent on influencing a narrow audience rather than the ballot box.
PepsiCo faces pressure to show Elliott-triggered turnaround is working
Reuters reports that PepsiCo is under pressure from activist investor Elliott Investment Management to demonstrate that recent strategic and operational changes can revive volume growth, after several years of declining sales volumes and share‑price underperformance versus peers. Following discussions with Elliott, the company has launched a review of its North American supply chain, accelerated cost‑cutting and announced price reductions across core snack brands, alongside leadership changes including a new chief financial officer. While some investors see engagement with Elliott as a positive catalyst, the article highlights how continued inflationary pressures and geopolitical risks could complicate plans to restore growth and rebuild investor confidence.
CarMax will add two board members after talks with activist investor Starboard
The Wall Street Journal reports that CarMax has agreed to add two new directors to its board following discussions with activist investor Starboard Value, which has withdrawn its director nominations ahead of the company’s annual meeting. One of the appointees had been nominated by Starboard, reflecting a negotiated outcome after the investor pressed for changes to pricing, cost control and digital execution under the retailer’s new chief executive. The article highlights how activist engagement is translating into board refreshment without a contested vote, as investors continue to push for stronger operational performance and oversight.
Environmental & Social
BP suffers heavy defeat in investor climate vote
The Financial Times reports that BP suffered a significant shareholder setback after investors rejected proposals to scale back climate‑related reporting and raised concerns over governance under its new chair. Two special resolutions failed to secure the required majority at the company’s annual meeting, while more than 18 per cent of shareholders voted against the election of chair Albert Manifold following a negative recommendation from proxy advisor Glass Lewis. The article highlights how resistance to reduced transparency, alongside support for shareholder climate resolutions, is reinforcing investor expectations around board accountability, climate disclosure and responsiveness at UK issuers.
Climate investor calls for votes against directors at Japan’s megabanks and trading houses
Reuters reports that a climate advocacy group is urging investors in Japan’s largest banks and trading houses to vote against directors over concerns about exposure to fossil fuel investments. Market Forces argues that boards are failing to oversee material financial risks linked to fossil fuel financing, marking a shift in its strategy from filing shareholder resolutions to opposing director re‑elections at upcoming annual meetings. While climate‑related resolutions have not passed in Japan to date, the article highlights how sustained investor pressure is keeping board accountability for climate risk management and capital allocation firmly in focus.
US ESG shareholder resolutions plunge in face of Republican pressure, report says
Reuters reports that the number of ESG‑related shareholder proposals filed at US companies has fallen sharply this proxy season, reflecting a shift in both investor tactics and the regulatory environment. According to a new study, filings are running at roughly half last year’s level, as tougher rules and political pressure in Washington make it harder for activists to advance resolutions. The article suggests that, rather than public votes, investors are increasingly prioritising private engagement with companies, while concerns over climate, workforce issues, artificial intelligence and lobbying disclosure continue to shape shareholder expectations.
Global
Should your board appoint a bot?
The Financial Times argues that artificial intelligence is beginning to reshape how boards prepare for and test decision‑making, even as legal and governance limits remain firmly in place. A growing number of companies are deploying AI tools to analyse board papers, simulate specialist perspectives and challenge group thinking, with early adopters framing these systems as advisers rather than decision‑makers. While proponents see AI as a way to improve oversight, risk assessment and diversity of views, the article underlines that fiduciary duties, accountability and judgment cannot be delegated to machines, leaving human directors firmly responsible for corporate strategy and outcomes.
BP’s proxy fight exposes bugs in shareholder voting machine
The Financial Times argues that high‑stakes shareholder votes can expose tensions between governance processes and economic outcomes, using the debate over BP’s chair election and climate resolution as an example. While proxy advisors and some large investors have recommended voting against the chair over the exclusion of a shareholder proposal, the article suggests such action risks prioritising process over value at a company mid‑turnaround. The piece highlights a broader disconnect between voting recommendations, passive ownership and financial incentives, questioning whether current governance mechanisms always align good governance with long‑term shareholder value.
European developments
US investors to lead activist charge in Europe in 2025, study says
Reuters reports that activist investors are expected to intensify campaigns across Europe this year, with US based funds increasingly targeting companies amid relatively low European valuations. The data show that American activists accounted for 35% of public campaigns in Europe last year, with the UK, Switzerland and Germany among the main targets. It adds that more than 140 European companies could face public shareholder activism over the next 18 months as US investors seek performance improvements.
UK
Investors could lose vote on bosses’ pay or in person AGMs
The Times reports that the UK government is considering changes to corporate reporting rules that could weaken shareholder voting rights and allow virtual‑only AGMs, as part of a wider effort to reduce burdens on companies and support economic growth. A forthcoming consultation will explore whether requirements around executive pay disclosure and voting remain proportionate, alongside proposals to clarify the legality of fully virtual shareholder meetings. While ministers frame the review as a modernisation exercise, the article highlights investor concerns that reduced scrutiny of pay and limited in‑person engagement could undermine accountability and the shareholder voice.
Chair of UK’s biggest trainer retailer quit after plot to oust CEO backfired
The Financial Times reports that JD Sports chair Andy Higginson has stepped down following a boardroom dispute over the future of the chief executive, highlighting governance tensions at a company with a controlling shareholder. Higginson unsuccessfully pushed for the removal of the CEO amid slowing sales and US underperformance, but failed to secure unanimous board backing as majority shareholder Pentland continued to support management. The episode raises renewed questions around board authority, succession planning and effective challenge in companies with dominant shareholders.
City regulator pushes to water down London listing rules
The Times reports that the UK regulator is proposing to scrap IPO research restrictions as part of a broader push to revive London’s listings market and support growth. The Financial Conduct Authority has launched a consultation on removing a seven‑day blackout that limits banks from publishing research during IPOs, arguing the rule has added cost and complexity without delivering meaningful benefits. The proposal sits alongside wider capital markets reforms aimed at improving the UK’s competitiveness, as policymakers seek to reverse the decline in domestic IPO activity.
FTSE bosses receive 18% pay bump this year in global fight for talent
The Financial Times reports that FTSE 100 companies have significantly increased chief executive pay while reducing the prominence of ESG targets in incentive schemes, as boards respond to international competition for senior executives and shifting investor expectations. According to new analysis, higher remuneration has been driven by larger bonus and incentive opportunities, even as fewer executives achieve maximum payouts. At the same time, a growing number of companies are scaling back or removing ESG metrics from pay structures, reflecting a move away from symbolic targets towards measures seen as more directly linked to performance, strategy and long‑term value creation.
Could US-style 1,000% bonuses be heading to the City?
The Times reports that UK‑listed companies are increasingly pushing for higher, more US‑style executive pay packages, as boards warn that lower remuneration is undermining their ability to attract and retain senior talent in global markets. Using Unilever and other FTSE 100 issuers as examples, the article highlights growing pressure on investors to accept larger incentive opportunities, including expanded bonus potential and share‑based awards. While some shareholders and proxy advisors show greater flexibility where companies can demonstrate genuine international competition for talent, the piece underlines persistent concerns about pay inflation, alignment with performance and the risk of eroding long‑standing UK remuneration norms.
Germany
Siemens plans shareholder vote on Siemens Healthineers stake spin-off in February 2027
Reuters reports that Siemens plans to put a proposed spin‑off of part of its stake in Siemens Healthineers to a shareholder vote in 2027, as it moves to simplify the group and sharpen its strategic focus. The transaction would see Siemens distribute Healthineers shares directly to its shareholders, reducing its holding and relinquishing majority control of the medical technology business. The article highlights how the move reflects continued portfolio reshaping at large industrial groups, with board and shareholder approval central to executing major structural changes.
France
"It's like a high-level sport": governance, this discipline that strengthens robustness and coherence in business
Les Echos argues that recent legal developments are prompting renewed attention on the role of corporate governance in managing risk and organisational resilience. Using the Lafarge case as a reference point, the article presents governance as a framework for clarifying decision‑making, oversight and the balancing of stakeholder interests, particularly in complex and high‑risk operating environments. It suggests that, despite the widespread adoption of governance codes over recent decades, boards continue to face challenges in embedding effective risk mapping, transparency and ethical controls, reinforcing the importance of governance as a core discipline rather than a compliance exercise.
Italy
Sustainability: Listed companies are paying increasing attention to ESG plans – The Consob Report
La Repubblica reports that in 2025, sustainability reporting became a consolidated practice among Italian companies listed on Euronext Milan, with 136 issuers (69.4% of the total, over 97% of market capitalisation) publishing the new sustainability report under the CSRD and ESRS framework. Sustainability is no longer considered an optional or reputational choice, but a structural driver of long-term value creation and a key factor in investment decisions. The year marks a transition toward the new European regulatory regime, recently adjusted by the Omnibus I Directive, which reduced reporting obligations and narrowed the scope of application. Companies that will remain subject to the rules from 2027 show more structured reporting processes, wider adoption of ESG or sustainability plans, stronger integration of ESG factors into corporate strategy, and more frequent links between ESG targets and executive remuneration.
Legge Capitali underway: the first two board renewals have been concluded following the procedural amendment
The renewal of Banco BPM and Banca MPS’ boards marked the first applications of the new rules introduced by the Italian Legge Capitali, combining the slate voting system with an individual vote on board members. The shareholders’ meeting of Monte dei Paschi di Siena approved the renewal of the bank’s governance for the next three years, with the list promoted by PLT Holding prevailing with 49.95% of the votes, marking a shift in the balance of power within the bank by reconfirming the CEO Luigi Lovaglio. The list presented by the outgoing board came second with around 38%. The decisive support came from major shareholders such as Delfin and Banco BPM. The latter was in fact the second company to apply the new regulatory changes. The shareholders’ meeting of Banco BPM saw the decisive vote of Crédit Agricole, with a stake of 22.88%, in the second individual voting round, characterised by the central role of proxy advisors and gender balance requirements. With the support of the French shareholder, Giuseppe Castagna and the current leadership remained in place, showing its significant influence in Banco BPM’s governance despite staying below the mandatory OPA threshold.
Generali: UniCredit strengthens its stake. Orcel attends the shareholders’ meeting with 8.7%
Il Sole 24 Ore reports that UniCredit increased its stake in Generali to 8.72% and emerged as a stronger shareholder at the insurer’s annual general meeting, which was attended by nearly 70% of the share capital. The ownership structure of the other major shareholders remained otherwise unchanged. Shareholders approved the 2025 financial statements, the dividend distribution, a €500 million share buyback, the employee share ownership plan, and the renewal of the statutory auditors, all with overwhelming majorities. CEO Philippe Donnet stressed that 2026 represents a pivotal year for the completion of Generali’s strategic plan, confirming confidence in the group’s solid and diversified business model and its ability to deliver sustainable value.
Galassi teams up with Czech entrepreneur Kommarek for the renewal of Ferretti’s board
La Repubblica reports that Alberto Galassi, long-standing CEO of Ferretti, has aligned with Czech entrepreneur Karel Komarek and KKCG, breaking with the Chinese majority shareholder Weichai ahead of the renewal of the board. KKCG has become Ferretti’s second-largest shareholder with a 23.23% stake through a partial tender offer and is seeking to reshape the group’s governance. The competing list led by Galassi and Komarek includes prominent international figures and aims to rally long-standing shareholders and yacht owners who are also investors. Weichai, holding 39.53% of the capital, has presented its own list centred on Chinese managers and Italian independent directors. The vote at the shareholders’ meeting on 14 May will be decisive, as the winning list will appoint the vast majority of board members, effectively determining control of Ferretti’s governance
Spain
77% of listed companies have changed their CEO in the past three years
Expansión reports that Spanish listed companies continue to experience unusually high CEO turnover, with 77% of issuers having replaced their chief executive in the past three years, according to Korn Ferry’s latest analysis. In 2025 alone, 15 new CEOs were appointed, marking one of the highest annual rotation levels since 2019 and reflecting shorter tenures and increased leadership volatility. The data also highlights persistent gender imbalance – only 7% of Spanish listed companies are led by women – and a strong preference for internal promotions, with 73% of new CEOs rising from within and often after long tenures in the company.
Estée Lauder asks JPMorgan for €5 billion to finance its takeover bid for Puig
Expansión reports that Estée Lauder has asked JPMorgan to arrange around €5 billion in financing to support a potential takeover bid for Puig, according to market sources. The transaction would combine two major global beauty groups and is expected to involve a mix of cash and shares, with both companies’ dual‑class structures allowing the founding families to retain control. Estée Lauder must secure the full cash component for Puig’s minority Class B shareholders, implying €3–3.5 billion depending on the final offer price, and would also need to refinance Puig’s €1.5 billion debt. Discussions include the possibility of exchanging super‑voting shares between the Lauder and Puig families. Negotiations remain ongoing, with an agreement anticipated in the coming weeks.
TSK defies market instability and launches a €150 million IPO
Expansión reports that the engineering group TSK is preparing to announce its Intention to Float, aiming to list on the Spanish Mercado Continuo through a €150m institutional IPO. The CNMV is expected to approve the prospectus on 5 May, with trading planned for the week of 11 May. Proceeds will fund the company’s growth strategy, while the García Vallina family will retain control with a placement below 50%. TSK reported €1.035bn in revenue in 2025, a 37% increase in EBITDA and a €1.3bn order book. The company plans to introduce a 35% pay‑out policy from 2029.
Brussels opens infringement proceedings against Spain for failing to transfer takeover‑approval powers to the ECB
Artículo14 reports that the European Commission has opened infringement proceedings against Spain for failing to adapt its legislation during BBVA’s takeover bid for Sabadell and for not aligning national rules with the EU directive that grants the ECB and the CNMC exclusive authority over bank takeovers. This action adds to a separate case concerning alleged government interference in the now‑aborted bid. Spain also missed the deadline to transpose the updated Capital Requirements Directive, which strengthens supervisory powers and ESG‑related risk oversight. Brussels has given Spain two months to respond and complete transposition, warning that unresolved gaps could lead to a reasoned opinion. The case revives concerns about Spain’s discretionary powers in banking mergers and their compatibility with EU rules on freedom of establishment and capital movement.
Switzerland
Record pay at major Swiss banks: Ethos sounds the alarm
Ethos warns that executive variable pay at Switzerland’s largest listed banks is exceeding recommended limits, reviving concerns about risk culture and oversight in the sector. In 2025, the chief executives of UBS, EFG International and Julius Baer received variable remuneration of up to 4.8 times their base salary, well above the caps set out in Ethos’s voting guidelines. The foundation argues that high incentive payouts and increased remuneration ceilings risk encouraging excessive risk‑taking, particularly in light of recent governance and risk management shortcomings, and is recommending shareholders vote against key remuneration items at upcoming general meetings.
Swiss Federal Council proposed draft Corporate Sustainability Act
A Baker McKenzie memo notes that Switzerland has launched a consultation on new Sustainable Corporate Governance legislation that would expand human rights and environmental due‑diligence obligations for companies. The draft law is positioned as a counterproposal to the Responsible Business Initiative 2.0 and would introduce mandatory requirements aligned closely with emerging EU standards. The memo highlights how the proposal signals a further tightening of ESG governance expectations for Swiss companies, reinforcing convergence with the EU framework and increasing board‑level accountability for sustainability risks.
Ireland
Bank of Ireland to seek shareholder backing for LSE delisting
Reuters reports that Bank of Ireland is seeking shareholder approval to delist from the London Stock Exchange, citing persistently low trading volumes and limited benefits from maintaining a UK listing. If approved, the move would further reduce the presence of Irish banking names in London, amid broader concerns over liquidity, valuations and listing competitiveness. The article highlights how cost considerations and shareholder value assessments are continuing to drive reassessments of London listings, even as policymakers seek to revive the UK capital markets.
North American developments
United States
America’s corporate boards are under siege
The Economist reports that US boardrooms are entering an increasingly confrontational proxy season, as shareholder activism intensifies and regulatory changes weaken traditional board defences. Activists are winning a growing share of board seats, aided by rules that make it easier to mix and match director slates and by more credible, experienced candidates. At the same time, shifts affecting proxy advisors and passive investors are making vote outcomes harder to predict, leaving boards with less visibility and fewer informal tools to manage dissent. The article suggests that annual meetings are becoming more volatile, with director elections, pay and strategic oversight all subject to heightened challenge.
SEC chair says US states should lead on policing corporate behaviour
The Financial Times reports that the US Securities and Exchange Commission is seeking to step back from federal oversight of corporate governance, signalling a shift towards lighter regulation and greater reliance on state law. SEC chair Paul Atkins has argued that governance matters, including fiduciary duties and executive conduct, should be left primarily to individual states rather than shaped indirectly through federal disclosure rules. The article highlights how this stance is encouraging competition between states to attract incorporations, lowering barriers for companies and potentially weakening shareholder protections, while raising questions about enforcement, accountability and the future balance of power between regulators, boards and investors.
SpaceX’s IPO will help Elon Musk consolidate power. Investors welcome it.
The Wall Street Journal reports that Elon Musk is set to further entrench his control at SpaceX ahead of its planned IPO, with the company expected to adopt super‑voting shares and approve a “moonshot” pay package similar to the one already endorsed by Tesla shareholders. Despite governance concerns around concentration of power, executive incentives and divided loyalties, the article suggests investor demand for exposure to Musk’s ventures remains strong, with many willing to accept founder‑friendly terms. The structure raises broader questions around dual‑class shares, executive accountability and the balance between visionary leadership and shareholder protections in high‑profile US listings.
Proxy advisor ISS urges ConocoPhillips shareholders to vote for independent board chair
Reuters reports that proxy advisor ISS has recommended ConocoPhillips shareholders vote in favour of a proposal requiring an independent board chair, citing the need for stronger oversight of management. ISS argued that separating the chair and chief executive roles would improve accountability and enable more candid shareholder engagement, raising concerns about the effectiveness of the current lead director structure. The recommendation comes amid underperformance relative to the broader market and contrasts with the company’s board position, which has urged investors to oppose the proposal.
House Committee approves bill regulating proxy advisers, ESG disclosures
Planadviser reports that US lawmakers are advancing legislation to curb the Securities and Exchange Commission’s disclosure powers and tighten oversight of proxy advisory firms. The proposed bill would limit required corporate disclosures to financially material information and mandate new rules for proxy advisors, including registration, conflict disclosures and restrictions on automated voting. Set against a broader political pushback on ESG and shareholder influence, the article highlights how regulatory momentum in Washington could reshape the proxy voting ecosystem, asset manager responsibilities and the balance of power between boards, investors and advisors.
APAC developments
Japan
Japan to tighten rules for shareholder proposals amid pushback against activism
Reuters reports that Japan is considering tightening shareholder‑proposal rules in response to rising activist pressure, as lawmakers and business groups argue existing thresholds allow what they describe as excessive or disruptive demands. Proposals under discussion include raising eligibility requirements or removing the unit‑based threshold that has become easier to meet following stock splits and smaller trading lots. While corporate reforms have encouraged greater shareholder engagement in recent years, the article highlights a growing debate over whether activism has gone too far, and how changes to the Companies Act could reshape investor influence at Japanese annual meetings.
South Korea
Activist funds gain visibility at Korea’s first shareholder meetings after Commercial Act reforms
ChosunBiz reports that activist investor proposals gained greater support at South Korean company AGMs following recent reforms to the Commercial Act, even though most were ultimately voted down. At meetings at LG Chem, Taekwang Industrial and DB Insurance, activist funds pushed for measures such as independent director appointments, treasury share cancellations and capital allocation changes, but faced resistance from controlling shareholders and the National Pension Service. While approval rates for these proposals remained below the threshold required to pass, the article highlights rising minority shareholder backing and notes that the successful appointment of an audit committee member at DB Insurance marks a notable milestone for shareholder activism in Korea.
Hong Kong
Hong Kong’s strategic shift: from intermediary to global anchor in a changing world order
The South China Morning Post reports that amid a century-defining global transformation driven by geopolitical rivalry, economic restructuring and technological change, Hong Kong faces both pressure to upgrade its traditional intermediary-led development model and historic opportunities tied to national strategies such as the Greater Bay Area and the Belt and Road Initiative. Leveraging its “one country, two systems” advantage, the city is urged to move beyond its past role as a trade and financial channel and embrace four core new identities: a safe haven for global capital, a hub for global governance dialogue, a regional base for multinational enterprises, and an oasis for cross-civilisational exchange. Realising this vision requires institutional stability, policy support, enhanced international communication and decisive action to position Hong Kong as a vital, resilient anchor in the evolving global system while serving national development.
Hong Kong IPO market surges in 2026 Q1
KPMG reports that Hong Kong’s IPO market started 2026 with exceptional momentum, raising HK$109.9 billion through 40 new listings in the first quarter, making it the strongest Q1 in five years and the top global market by IPO proceeds. Growth was driven mainly by A+H listings and specialist technology companies, which together contributed nearly 80% of total fundraising, while the broader global IPO market also saw a rise in proceeds despite fewer deals overall. Meanwhile, China’s A-share market remained steady, with the Beijing Stock Exchange showing particularly strong growth. Industrials and TMT continued to dominate listing activity, reflecting investor interest in advanced manufacturing and emerging technologies. Looking ahead, record-high A+H applications, proposed listing reforms by HKEX, and expected ChiNext rule changes are likely to support continued market strength, although regulators are paying closer attention to resource constraints and the quality of listing documents.
India
India proposes changes to companies law to allow more buybacks, fast-track mergers
Reuters reports that India has proposed changes to its companies law to give firms greater flexibility on share buybacks and corporate restructuring, as part of a broader push to ease regulation and promote business growth. The draft legislation would allow certain companies to conduct two share buybacks per year instead of one, and simplify procedures for fast‑track mergers and acquisitions, while also decriminalising some corporate law breaches. The article highlights how the reforms could give boards more discretion over capital allocation and compliance, while strengthening India’s appeal to investors through streamlined governance and regulatory alignment with global practices.
Australia
Woodside CEO Westcott survives major shareholder revolt over pay
Reuters reports that Woodside Energy’s chief executive narrowly survived a significant shareholder rebellion over executive pay, after more than a third of investors voted against her bonus package at the company’s annual meeting. While the remuneration proposal ultimately passed, the scale of dissent, including opposition from a major pension fund and votes against director re‑elections, signals heightened scrutiny of pay structures and board judgment. The article highlights how executive remuneration at energy companies remains a focal point for investor engagement, particularly where performance, justification and wider stakeholder concerns are under pressure.
Santos CEO signals potential 2028 exit as chairman departs first
The Australian Financial Review reports that Santos chief executive Kevin Gallagher has signalled his intention to remain in the role until at least 2028, even as chairman Keith Spence prepares to step down, intensifying investor scrutiny of leadership, succession and board independence. Shareholders have raised concerns about the concentration of power in the boardroom and weak share‑price performance following multiple failed takeover bids, while nearly a quarter of votes opposed the company’s remuneration report. The article highlights growing pressure on the board to demonstrate effective oversight, clearer succession planning and stronger alignment between executive pay, strategy and shareholder outcomes.